AMENDMENT
TO
EMPLOYMENT AGREEMENT
WHEREAS, the undersigned Princess Xxxx Bank ("Bank") and J. Xxxxxx Xxxxx
("Executive") entered into an Employment Agreement as of January 30, 1995
("Agreement"); and
WHEREAS, the undersigned desire to amend the Agreement in certain respects.
NOW, THEREFORE, the parties agree to amend the Agreement as follows,
effective November 13, 1996.
1. The following subparagraphs shall be added to paragraph 11.
If the Executive collects any part or all of the severance pay provided
under this paragraph by or through a lawyer or lawyers, following a Change of
Control and a dispute with the Bank regarding the terms of this paragraph and
any related provision of the Agreement, the Bank will pay all costs of any such
collection or enforcement, including reasonable legal fees and other out of
pocket expenses incurred by the Executive, up to that point when the Bank offers
to settle the dispute for an amount equal to the amount that Executive is
entitled to recover.
The payments described in this paragraph will be due Executive regardless
of any subsequent employment obtained by Executive.
2. The phrase "within three (3) years" shall be deleted from subparagraphs
12 (i) and 12 (iii).
3. Paragraph 13 of the Agreement shall be deleted and replaced with the
following:
13. LIMITATION OF BENEFITS: It is the intention of the parties that no
payment be made or benefit provided to the Executive that would constitute an
"excess parachute payment" within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the Code) and any regulations thereunder,
thereby resulting in a loss of an income tax deduction by the Bank or the
imposition of an excise tax on Executive under Section 4999 of the Code. If the
independent accountants serving as auditors for the Bank immediately prior to
the date of a Change of Control determine that some or all of the payments or
benefits scheduled under this Agreement, when combined with any other payments
or benefits provided to the Executive on a Change of Control by CENIT, the Bank
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and any affiliate of CENIT or the Bank required to be aggregated with CENIT or
the Bank under Section 280G of the Code, would constitute nondeductible excess
parachute payments by the Bank under Section 280G of the Code, then the payments
or benefits scheduled under this Agreement will be reduced to one dollar less
than the maximum amount which may be paid or provided without causing any such
payments or benefits scheduled under this Agreement or otherwise provided on a
Change of Control to be nondeductible. The determination made as to the
reduction of benefits or payments required hereunder by the independent
accountants shall be binding on the parties. The Executive shall have the right
to designate within a reasonable period which payments or benefits scheduled
under this Agreement will be reduced; provided, however, that if no direction is
received from the Executive, the Bank shall implement the reductions under this
Agreement in its discretion.
4. Subparagraph 15 of the Agreement shall be deleted and replaced with the
following:
15. CHANGE OF CONTROL:
(a) For purposes of this Agreement, a Change of Control of CENIT occurs in
any of the following events: (i) The acquisition by any "person" or "group" (as
defined in Sections 13(d) and 14(d) of the Exchange Act), (other than CENIT, any
subsidiary of CENIT or any CENIT or subsidiary's employee benefit plan) directly
or indirectly, as "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) of securities of CENIT representing twenty percent (20%) or more
of either the then outstanding shares or the combined voting power of the then
outstanding securities of CENIT; (ii) Either a majority of the directors of
CENIT elected at CENIT's annual stockholders meeting shall have been nominated
for election other than by or at the direction of the "incumbent directors" of
CENIT, or the "incumbent directors" shall cease to constitute a majority of the
directors of CENIT. The term "incumbent director" shall mean any director who
was a director of CENIT on November 1, 1996 and any individual who becomes a
director of Bancorp subsequent to November 1, 1996 and who is elected or
nominated by or at the direction of at least two-thirds of the then incumbent
directors; (iii) The shareholders of CENIT approve (x) a merger, consolidation
or other business combination of CENIT with any other "person" or "group" (as
defined in Sections 13(d) and 14(d) of the 0000 Xxx) or affiliate thereof, other
than a merger or consolidation that would result in the outstanding common stock
of CENIT immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into common stock of the surviving entity or a
parent or affiliate thereof) at least fifty percent (50%) of the outstanding
common stock of CENIT or such surviving entity or a parent or affiliate thereof
outstanding immediately after such merger, consolidation or other business
combination, or (y) a plan of complete liquidation of
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CENIT or an agreement for the sale or disposition by CENIT of all or
substantially all of CENIT's assets; or (iv) Any other event or circumstance
which is not covered by the foregoing subsections but which the Board of
Directors of CENIT determines to affect control of CENIT and with respect to
which the Board of Directors adopts a resolution that the event or circumstance
constitutes a Change of Control for purposes of the Agreement.
The Control Change Date is the date on which an event described in (i),
(ii), (iii) or (iv) occurs.
Following a Change of Control of CENIT, the Bank may terminate the
Executive's employment without cause at any time in any otherwise lawful manner,
subject to the Bank providing to the Executive the payments and benefits
specified in paragraph 11.
IN WITNESS WHEREOF, the parties have executed this Amendment to Employment
Agreement effective November 13, 1996.
Executive:
J. Xxxxxx Xxxxx
Princess Xxxx Bank
By:
Its: Vice Chairman
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